Fortis said it would sell new shares and pay no interim dividend as part of a package to shore up its finances by more than 8 billion euros ($12.54 billion), sending its shares sliding on Thursday.
The Belgian-Dutch financial services group was forced to take what it called "exceptional measures" by tough market conditions as well as its purchase of parts of its former Dutch rival ABN Amro, sealed just as the credit crisis hit last year.
It said it would sell about 6 percent more shares to institutions to raise 1.5 billion euros, plus up to 2 billion euros of non-dilutive preference shares.
It will save 1.3 billion euros by not paying an interim 2008 dividend, sell 2 billion euros of non-core assets and sell and lease back real estate, and pay its full-year dividend in shares.
"We are unpleasantly surprised by today's announcement. Measures of this scale clearly indicate that management is not very confident in Fortis's ability to generate organic solvency in the near term," said Bank Degroof analyst Ivan Lathouders.
Carlo Ponfoort, an analyst at Amsterdams Effectenkantoor, said, "The negative news is that they will not pay an interim dividend, financials should always pay dividends."
Fortis shares fell 19.4 percent to a more than five-year low of 10.20 euros.
Theodoor Gilissen analyst Paul Beijsens said he expected a dilutive effect on share capital of about 13 percent due to the share issue and payment of the full-year dividend in shares.
The Fortis plan is just the latest in a series of capital raising bids by financial firms hit by the fallout from the U.S. subprime crisis and credit crunch.
Britain's Barclays, said on Wednesday it had raised 4.5 billion pounds ($8.88 billion), mostly from foreign investors.
Buffer for More Turmoil?
Fortis declined to comment on whether China's Ping An Insurance might increase its stake again.
Ping An has taken a 5 percent holding in Fortis in the last year and recently bought half its asset-management business.
Fortis also completed a 13.4 billion euro rights issue last October to help fund the 24 billion euro acquisition of ABN's Dutch operations, private banking and asset-management businesses, and has sold more debt.
Analysts said the new steps should boost Fortis Bank's core Tier 1 ratio -- a measure of financial strength based on capital available against perceived risk -- by about a percentage point.
Fortis, among Europe's 20 biggest financial groups, said the plan would help keep the ratio well above 6 percent by the end of 2009, making it "one of the best capitalized companies in our industry," Chief Financial Officer Gilbert Mittler said.
But Standard & Poor's Rating Service put Fortis on credit watch with negative implications, expressing concern about its "increasing reliance on weaker forms of capital."
"While Fortis remains committed to its initial capital targets for year-end 2009, the implementation of these measures will take place in a difficult environment," said S&P credit analyst Elisabeth Grandin.
Fortis Chief Executive Jean-Paul Votron said he did not see a recovery soon, adding the plan would give the group a 3 billion euro buffer to deal with potential future market falls.
Fortis said its banking and insurance businesses continued to be resilient despite the tough market and it expected second-quarter results in line with or slightly above the previous quarter, when it booked a charge of 380 million euros from subprime, structured credit and related investments.
It expects a hit of about 400 million euros from weaker equity markets and said it was taking steps to cut its exposure.
Petercam analyst Ton Gietman said Fortis might have to make further writedowns.
"After an initial relief that the 'news is out' and Fortis has bitten the bullet, we think that doubts will come back soon," he wrote in a note to clients.
Fortis said the new capital raising plan was partly due to the expected completion in the coming weeks of the sale of some of ABN's Dutch commercial banking activities imposed by the European Commission to address competition concerns.
It said it might have to sell Dutch factoring company IFN Finance for 300 million euros below net asset value and said ABN might have to provide credit risk coverage of around 10 billion euros of risk-weighted capital on those assets.
But Votron rejected suggestions he had overpaid for ABN, calling it a good acquisition that was well on track: "We are very confident of the business model we have," he said.
Fortis said it hoped to resume its policy of paying cash dividends as early as the interim 2009 dividend.
It said it would place the new shares with institutional investors and had agreed a 180-day lock-up period with joint bookrunners Merrill Lynch, JP Morgan, Fortis Bank and Morgan Stanley.